DRIVEN BY RIIDE LIMITED T/A ADT TAXIS & PARTNER AGREEMENT

Version 2.14 (Full-Time)

TERMS & CONDITIONS OF SERVICE

1. 1. Definitions

   2. ). “The Firm” / “Us” means Driven by Riide Ltd t/a ADT Taxis, 50 Baxter Gate, Loughborough, Leics, LE111TH (England & Wales company registration number 05817381

   3. “The Partner” means the person named in this agreement as -

      1. Full name: {{driverName}}

      2. Telephone Number: {{driverMobile}}

      3. Email: {{driverEmail}}

      4. Private Hire Driver Licence Number: {{driverBadge}}

      5. Firm Allocated Driver Number: {{driverRef}}

   4. “Communication Software” means all telecommunications or navigation software

      (that

      is to say software or programs capable of sending and / or receiving data in any form (including, but not limited to, credit or debit card payments, voice telephony, cellular data, wireless data, SMS and MMS messages, digital or analogue radio signals) licensed or otherwise supplied to the Partner in the performance of this agreement.

   5. “Client” means any person who makes a booking to use the service provided by the Partner.

   6. “Service” means the conveying, using the Partner’s own licensed private hire vehicle in the capacity of a licensed private hire driver, of Clients and / or their belongings in accordance with a private hire booking made by, for or on behalf of that Client.

   7. “Weekly Account Credits” means the monies accrued by the Partner in the

performance

of services as an agent of the company.

1. 1. This Agreement

   2. This is a document establishing the relationship between the Partner, a self-employed licensed private hire or Hackney vehicle driver, and us, the operator, and sets out the

      terms of that relationship.

   3. Amongst other matters, this agreement also sets out-

      1. The nature of the relationship.

      2. The Partner’s obligations to us in respect of user licence/s and use of

         communication software.

      3. The Partner’s obligations to us in respect of payments to be made in

         consideration of user licence/s for the communication software.

      4. The Partner’s obligations in respect of the observing relevant law.

      5. What we agree to do for the Partner.

      6. When and how this agreement can be terminated.

   4. It is very important that the Partner read this document carefully and the Partner properly understands it. Once signed this document constitutes a legally binding agreement between the Partner and us.

   5. Notwithstanding reference to other documents or policies to which this agreement refers, the Partner agrees that this agreement represents the totality of our relationship.

   6. This agreement supersedes all previous agreements.

1. 1. No Employment Contract

   2. The Partner shall at all times under this agreement be a self-employed individual who performs the service of conveying fare paying clients and / or their belongings from collection point to destination point in response to a private hire booking made with us by the client, their agent or representative.

   3. The Partner agrees nothing in this agreement amounts to or is intended to bring about an employment type relationship between the Partner and us and that as such, subject

      to the requirements to give us reasonable notice of the Partner’s intention to do so, the Partner may bring to an end this agreement at any time and can in the course of the agreement at the Partner’s sole discretion determine when the Partner wishes to provide the service by the means prescribed.

   4. In signing this agreement the Partner acknowledges the Partner understands that as a result of the nature of this agreement the Partner is solely responsible for the payment

of any due income tax, national insurance and any deductions of any kind that are to be

made from the Partner’s earnings and that we have no role in the administration of the

business the Partner carries on.

1. 1. The Partner As Principal

   2. When providing services to clients who have made individual private hire bookings through us and who pay to the Partner their fare in cash or by credit card transaction, the Partner acts as principal and we act as the Partner’s agent concluding contracts with clients for a service that the Partner will provide.

   3. It shall be the Partner’s responsibility to collect payments from the client for the

      service.

   4. We are not liable for unpaid fares.

1. 1. The Partner As Agent

   2. When providing services to clients who make payments on account to us, the Partner shall act as our agent in the performance of the service.

   3. The Partner may from time to time be offered to undertake account work as our agent. It is expected that the Partner will not unreasonably refuse to take on a reasonable amount of such account work. In those instances we will collect from the client the cost

      of the journey and remit to the Partner the fare minus any reasonable deductions.

   4. In any event, the firm reserves the right to determine what amounts to a reasonable deduction.

1. 1. Respective Obligations

   2. We shall, communicate to the Partner primarily using communication software (namely,

      an internet-based mobile software application), which we agree to license to the Partner and for which the Partner agrees to pay for a user licence, information as to available services. Charges being at the discretion of the firm.

   3. The Partner agrees to utilise the communication software, under clause 6.1, to facilitate

      any credit or debit card payment/s, under clause 4.1, where chosen by the client.

   4. With the exception of services where the Partner agrees to act as our agent, such as the

      aforementioned account work, the Partner shall at the Partner’s sole discretion accept a service and perform the Partner’s service for the client therein.

   5. Subject to clause 6.3 above, the Partner agrees to perform and complete a minimum of 15 individual service jobs per calendar month.

   6. The Partner acknowledges and accepts when acting in the capacity of our agent the Partner will be held liable for any act or omission attributable to the Partner that results in our loss of any account.

   7. The Partner agrees that any queries regarding an account job the Partner has performed

as an agent must be raised, using the firms’ website portal and prescribed form alone, within 14 calendar days of the jobs completion. We reserve the right to reject any query not complying with this clause.

1. 1. Time Limits on Service Provision

   2. The Partner agrees not to offer or supply services continuously for more than 12 hours within any given 24-hour period.

   3. The Partner agrees to have a minimum 48-hour rest period where the Partner has offered or supplied services of 12 hours in any given 24-hour period on 6 consecutive occasions.

   4. The Partner agrees not to perform any services of over 40 miles in the remaining 2 hours whilst offering or supplying services for 12 hours within a 24-hour period.

1. 1. Absence & Notice of Absence

   2. The Partner agrees to indicate, using the firms’ website portal alone and giving notice

      of

      not less than 48 hours, periods of up to 21 calendar days during which the Partner does not intend to perform any service. Upon notifying us the Partner does not intend to perform services we will provide the Partner with an acknowledgement that we have received the Partner’s notice. We will not be deemed to have been served notice until the Partner has received this acknowledgement.

   3. The Partner agrees to notify us of periods during which the Partner is unable to provide

services as a result of unforeseen circumstances, such as illness, as soon as is practicable using the firms’ website portal. Upon notifying us the Partner cannot perform services we will provide the Partner with an acknowledgement that we have received the Partner’s notice. We will not be deemed to have been served notice until the Partner

has received this acknowledgement.

1. 1. Termination

   2. We reserve the right to terminate this agreement for any reason at any time by giving

      the Partner 48 hours’ notice of our intention to do so.

   3. We reserve the right to terminate this agreement with immediate effect should the Partner breach any term of this agreement that purports to be a condition.

   4. The Partner may terminate this agreement by giving 48 hours’ notice of the Partner’s intention to do so. The Partner’s obligation to pay for any communication software user licence/s will end only once the Partner ceases using, or otherwise deactivates, the communication software.

   5. We reserve the right to treat this agreement as being at an end as soon as the Partner

      notifies us that the Partner does not intend to or cannot provide the Partner’s service for a period of 21 consecutive calendar days or more. Should the Partner wish to continue to provide the Partner’s service after this period, we reserve the right to require the Partner to conclude a new agreement with us.

   6. The Partner must submit a written claim request to us for any monies owed to the Partner by us within 21 calendar days of termination of this agreement. We reserve the right to refuse any such claim not submitted before that deadline and the right to setoff any such amount against monies owed to us by the Partner.

1. 1. Insurance & Optional Motor Insurance

   2. The Partner agrees at all times to maintain in respect of the Partner’s business as a private hire driver or Hackney, and vehicle service all necessary insurance policies which insure against all risks to the Partner, the vehicle and any third parties. These include but are not limited to a policy of motor insurance as required by Part IV of the Road Traffic Act 1988 and Private Hire Vehicles (London) Act 1998.

   3. We may at our sole discretion offer the Partner the option of motor insurance coverage

      under our fleet insurance policy in consideration of the payment of an agreed fee.

   4. The provision of motor insurance coverage under clause 10.2 above is conditional upon-

      1. The Partner satisfying any and all of our applicable terms and conditions for the supply of that coverage.

      2. The Partner agreeing to any and all applicable requirements for the supply of that coverage indicated by our insurance underwriters including but not

         limited to-

         1. The installation within the Partner’s vehicle of a Smart Witness

            Camera.

         2. The organisation by the Partner for the installation of a Smart Witness Camera with a designated engineer.

         3. The meeting of all costs by the Partner for the installation and removal of a Smart Witness Camera.

   5. We reserve the right to withdraw any offer or coverage provided under clause 10.2 above at any time for any reason.

   6. The Partner agrees that we reserve the right to terminate this agreement should the Partner at any time for any reason fail to have in place valid insurance.

1. 1. Licensing & Other Obligations

   2. The Partner agrees that at the time of signing this agreement and throughout the period

      that this agreement shall remain in force and that it shall be a condition of this agreement that the Partner complies with all relevant private hire licensing law provisions and will continue at all times to ensure that the Partner holds all necessary licences and permits to carry on the Partner’s business as a private hire driver and vehicle service.

   3. The Partner agrees to comply with any and all of our policies (including any handbooks),

      procedures or notices which may specify reasonable requirements regarding the service

      and be issued from time to time.

   4. The Partner agrees that we, in fulfilling our legal obligations as a licensed private hire operator, may utilise any identification photographs voluntary given to us by the Partner of the Partner for the purpose of regulation 9(10) Private Hire Vehicles (London) (Operators’ Licences) Regulations 2000 (as amended).

   5. The Partner agrees that at all times the Partner shall maintain the Partner’s vehicle in

      a

      state fit for use as a private hire licensed vehicle and that at all times it is available to provide services it shall remain in such a state.

   6. The Partner agrees that at all times the Partner, at the Partner’s own expense, shall

      present a suitable professional appearance as a private hire licensed driver.

   7. The Partner agrees to abide by all and any other law, by-laws, rules, regulations or terms

      and conditions (including those relating to communication software) that relate to the performance of the service or the use of the communication software in the performance of the service and acknowledges that the Partner is familiar with the nature of private hire services and that the Partner is prohibited under any circumstances from plying for hire or touting. This means the Partner must not-

      1. Draw attention to the Partner as being available for hire.

      2. Whether in a vehicle or not, make any act or gesture which accompanies a conversation with a member of the public suggesting the Partner is available

         for hire without a prior booking having been made by the appropriate private hire licensed operator.

      3. If the Partner is approached by a member of the public, whilst sat in the Partner’s vehicle, do otherwise than direct them to the appropriate licensed private hire operators’ operating centre or present them with a business card bearing the contact details for the aforementioned operator for them to

         make a booking.

      4. Accept bookings from anyone other than the Partner’s licensed private hire

         operator.

      5. Allow any member of the public to enter the Partner’s vehicle for the

         purposes of receiving licensed private hire services without first having received a confirmation of booking from the Partner’s licensed private hire operator.

   8. The Partner confirms the Partner understands and accepts that any service provided without a confirmed booking allocated by a licensed private hire operator is illegal.

   9. The Partner agrees that DRIVEN BY RIIDE LTD acts as an agent setting the tariffs (fares) on behalf of the Partner.

1. 1. Private Hire Driver Licence & Optional Safe-Keeping

   2. We may at our sole discretion offer the Partner from time to time the option for us to safe-keep the Partner’s original private hire drivers licence documentation.

   3. The provision of the safe-keeping facility under clause 12.1 above is conditional upon the Partner satisfying any and all of our applicable terms and conditions for the supply

      of that facility.

   4. We reserve the right to withdraw any safe-keeping offer or facilitation.

1. 1. Private Hire Vehicle Licence & Optional Safe-Keeping

   2. We may at our sole discretion offer the Partner from time to time the option for us to safe-keep the Partner’s original private hire vehicle licence documentation.

   3. The provision of the safe-keeping facility under clause 13.1 above is conditional upon the Partner satisfying any and all of our applicable terms and conditions for the supply

      of that facility.

   4. We reserve the right to withdraw any safe-keeping offer or facilitation.

14.0 Display of Private Hire Vehicle Licence(s)

The Partner agrees and it shall be a condition of this agreement that, at all times when the

Partner’s vehicle is being used for the performance of private hire services under this agreement, the Partner will ensure that the Partner’s private hire licence discs are

properly

displayed on the windscreen and rear window of the Partner’s vehicle or as otherwise required under clause 11.1 above.

15.0 Display of Firm Signage

The Partner agrees, subject to clause 11.1 above, to display upon request any of the firms’

signage supplied to the Partner by the firm during the term of this agreement.

1. 1. Data Protection Act 1998

   2. The Partner agrees to abide by all relevant principles and duties set out in the Data Protection Act 1998 and acknowledge that the Partner will not record, store, impart or use by any means any details of any clients or passengers that may become known to the Partner.

   3. The Partner agrees that any information transmitted to the Partner in order to perform

      a service for a client can be used solely for the performance of that service and only during the time in which that service is being performed. This means the Partner is not permitted to contact a client once a service has been completed and will not attempt to do so.

   4. The Partner agrees that should there be a need to contact a client once a service has been completed the Partner will only do this through the firms control room.

   5. By signing this agreement the Partner acknowledges that the Partner understands that

a failure to comply with the requirements of the Data Protection Act 1998 can result in an offence being committed and criminal prosecution.

1. 1. Communication Software Licence/s & Circuit Charges

   2. We agree to license, for the purpose of clause 6.1, to the Partner for the Partner’s sole

      use communication software until the termination of this agreement.

   3. We reserve the right to make changes to the communication software supplied, under

      clause 6.1, to the Partner from time to time and to change the terms on which it is licensed to the Partner.

   4. The Partner acknowledges that at all times we continue to retain ownership of all communication software and that the Partner will not seek to sell, hire, charge, pledge,

      licence or otherwise supply or dispose of the communication software leased to the Partner to a third party and accept that to do so would be to breach this agreement.

   5. Property in Communication Software

      This agreement is not a contract for the sale or transfer of ownership rights for any communication software and as such by signing this agreement the Partner acknowledges that the Partner understands we retain ownership of any and all communication software supplied by us to the Partner.

   6. Risk

The Partner agrees that in the first instance the Partner bears the risk of all loss, theft, accidental or malicious damage to the communication software leased to the Partner and will be liable to reimburse us for the full cost of any damage to, or impairment of, the communication software.

1. 1. Use of Communication Software

   2. The Partner agrees to use all communication software leased to the Partner in accordance with terms and conditions under which that communication software is supplied.

   3. The Partner agrees that the Partner will at all times take all reasonable steps to safeguard

      the communication software and ensure the Partner is familiar with its operation and with any terms or conditions set out by third parties relating to its proper use.

   4. The Partner agrees that the Partner will only use the communication software leased to

      the Partner solely for the purpose of communicating with us or facilitating client credit or debit card payments and will not use the communication software for the transmission or receiving of data or the transmission or receiving of messages of any kind beyond that requirement.

   5. The Partner agrees that the Partner will be liable for any damage caused to the communication software as a result of a failure to use it in accordance with the terms of the agreement.

19.0 Jurisdiction

This agreement is governed by and subject to the laws of England & Wales.